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HomeMy WebLinkAbout7499 - ADMIN Resolution - City Council - 1983/11/07r 1 1 Councilmember Lois Ralles introduced the following resolution and, after the reading of the resolution was dispensed with by unanimous consent, moved its adoption: RESOLUTION NO. 7499- RESOLUTION 499 RESOLUTION AUTHORIZING THE SALE AND ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT TO FINANCE A PROJECT THEREUNDER, SECURED BY PAYMENTS TO BE RECEIVED PURSUANT TO A LOAN AGREEMENT AND A PLEDGE AND ASSIGNMENT OF THE CITY'S INTEREST IN THE LOAN AGREEMENT AND PAYMENTS THEREUNDER TO A TRUSTEE, AND AUTHORIZING THE EXECUTION OF DOCUMENTS • BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota, as follows: Section 1. Recitals. 1.01. The City is authorized by Minnesota Statutes, Chapter 474, as amended (the Act), to issue its revenue bonds and make secured or unsecured loans to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real property and the installation of machinery and equipment of any and all kinds and any other personal properties deemed necessary in connection with a project, as defined in the Act. 1.02. Representatives of The Offerman Group Incorporated, a Minnesota corporation (the Company), have proposed that the City, acting under and pursuant to the Act, issue and sell its $750,000 Industrial Development Revenue Bonds (Offerman & Co., Inc. Project), Series 1983 (the Bonds) for the purpose of defraying the costs of a Project (the Project) consisting of a condominium building to be leased by the Company to Offerman & Co., Inc., a Minnesota corporation (the Guarantor) for use as a corporate headquarters; pursuant to the proposal, the proceeds of the Bonds will be loaned by the City to the Company and the Company will agree to make payments sufficient to pay the principal of and interest on the Bonds; the City will assign its interest in the Loan Agreement (as hereinafter defined) to National City Bank of Minneapolis, as Trustee (the Trustee); pursuant to the Guaranty (as hereinafter defined), the Guarantor will guarantee to the Trustee, for the benefit of the holders of the Bonds, the payment of the principal of, premium, if any, and interest on the Bonds; the Bonds would be sold to Offerman & Co., Inc. (the Underwriter) pursuant to a Bond Purchase Agreement, among the City, the Company r f 1 and the Underwriter; pursuant to an Official Statement, dated as of November 7, 1983, certain information relating to the Bonds, the Project, the City, the Company and the Guarantor will be given by the Underwriter to prospective purchasers of the Bonds. 1.03. By preliminary resolution duly adopted by the City Council on September 6, 1983, after a Public hearing duly called, noticed and held on that date, this Council approved the sale of revenue bonds pursuant to the Act and the loan of the proceeds to the Company for the construction and/or acquisition of the Project and authorized the preparation of such documents as may be appropriate to the Project. 1.04. All costs of the Project in excess of the proceeds of the Bonds available therefor are required to be paid by the Company. 1.05. Forms of the following documents relating to the Project (the Documents) have been prepared and submitted to this Council and are hereby directed to be filed with the City Clerk: (a) the Bond Purchase Agreement (the Bond Purchase Agreement), to be dated as of November 7, 1983, by and among the City, the Company and the Underwriter; (b) a Loan Agreement (the Loan Agreement), to be dated as of November 1, 1983, proposed to be made and entered into between the City and the Company, pursuant to which the City lends the proceeds of the Bonds to the Company; (c) an Indenture of Trust (the Indenture), to be dated as of November 1, 1983, proposed to be made and entered into between the City and the Trustee, creating and authorizing the issuance of and establishing the terms and conditions of the Bonds; (d) a Guaranty Agreement (the Guaranty), to be dated as of November 1, 1983, proposed to be made and entered into between the Guarantor and the Trustee; and (e) the Official Statement. -2- r Section 2. Findings. On the basis of information given the City to date, and the views expressed at the public hearing, it is hereby found, determined and declared that: (a) the Project, as defined herein and in the Loan Agreement, constitutes a project authorized by Section 474.02, Subdivision la of the Act. (b) the purpose of the Project is and the effect thereof will be to promote the public welfare by encouraging and retaining the location, retention and development of economically sound industry and commerce within the City so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; by promoting the use of available resources of the community retaining the benefit of its existing investment in educational and public service facilities; by discouraging the movement of talented, educated personnel of mature age to other areas, thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and by encouraging more intensive development of land in the City to provide an adequate and better balanced tax base to finance the increase in the amount and cost of governmental services; (c) the Project site is to be located in the City, at a site which is readily accessible to employees residing within the City and the surrounding community; (d) the Project will add to the tax base of the City and overlapping taxing jurisdictions; (e) the Project has been approved by the Minnesota Energy and Economic Development Authority, as tending to further the purposes and policies of the Act; (f) the financing of the Project, the issuance and sale of the Bonds in the principal amount of $750,000, the execution and delivery of the Bond Purchase Agreement, the Loan Agreement and the Indenture and the performance of all covenants and agreements of the City contained in the Bond Purchase Agreement, the Loan Agreement and the Indenture and of all other acts and things required under the laws of the State of Minnesota to make the Bond Purchase Agreement, the Loan Agreement, the Indenture and the Bonds valid and binding obligations in accordance with their terms, are authorized by the Act; (g) it is desirable that a series of Industrial Development Revenue Bonds in the amount of $750,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement -3- r IP 1 and the payments thereunder will be pledged to the Trustee as security for the payment of the principal of, premium, if any, and interest on the Bonds; (h) the loan repayments required by the Loan Agreement are fixed, and are required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on all Bonds issued under the Indenture when due; and the Loan Agreement also provides that the Partnership is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project site and payable during the term of the Loan Agreement; and (i) under the provisions of Section 474.10 of the Act and as provided in the Loan Agreement and Indenture, the Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; the City is not subject to any liability thereon and no holders of the Bonds shall ever have the right to compel any exercise of the taxing powers of the City to pay any of the Bonds or the interest thereon nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City except its interest in the Loan Agreement; each Bond issued under the Indenture shall recite that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and no Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. Section 3. Authorization and Approval of the Project, Bond Purchase Agreement, Loan Agreement and Indenture. The City is hereby authorized to provide for the acquisition and construction of the Project and to pledge and assign the revenues therefrom and its interest in the Loan Agreement, all as provided in the Loan Agreement and the Indenture. The forms of Documents referred to above are approved, subject to such modifications as are deemed appropriate and approved by the City Attorney. The Mayor and City Manager are directed to execute the Bond Purchase Agreement upon execution thereof by the Company and the Underwriter, the Loan Agreement upon execution thereof by the Company and the Indenture upon execution thereof by the Trustee. Copies of all of the documents shall be delivered, filed and recorded as provided therein. The Mayor and City Manager are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. • r Section 4. Authorization of Bonds. In anticipation of the collection of revenues of the Project, the City shall proceed forthwith to issue the Bonds, in the form and upon the terms set forth in the Indenture and this resolution. The Bonds are sold to the Underwriter thereof at the price and upon the terms specified in the Bond Purchase Agreement. The Bonds shall bear interest at the rate of 10.00% per annum. Section 5. Execution of Bonds. The Mayor and City Manager are hereby authorized and directed to execute the Bonds as prescribed herein and in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution, the other documents required in the Indenture, and such other certificates, documents and instruments as may be appropriate to effect the transaction herein contemplated. The Trustee is hereby appointed authenticating agent pursuant to Minnesota Statutes, Section 475.55, Subdivision 1. Section 6. Official Statement. The City hereby authorizes the use of the Official Statement by the Underwriter in connection with the resale of the Bonds; provided, that the City has not participated in the preparation of the Official Statement, has not reviewed the Official Statement, and takes no responsibility for, and makes no representation or warranty as to, the accuracy or the completeness of any of the information contained therein. Section 7. Modifications, Absence of Officers. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor and the City Manager, any of the documents authorized by this resolution to be executed may be executed by the acting Mayor or deputy City Manager, respectively. Section 8. Effective Date. This resolution shall be effective immediately upon its final adoption. -5- r PASSED AND FINALLY ADOPTED by the City Council of the City of St. Louis Park, this 7th day of November, 1983. Attest: torney. 96/AAA City Manage elf - The motion for the adoption of the foregoing resolution was duly seconded by Member Ronald J. Backes , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. -6-